By-Laws of the Clary Lake Association
Revised and Adopted August 4, 2001
Section 1. Name. The name of this corporation shall be CLARY LAKE ASSOCIATION
Section 2. Location. The Corporation shall be located at North Whitefield in the town of Whitefield, Lincoln County, Maine
Section 3. Corporate Seal. The Corporation shall have a circular, impression seal bearing the name of the Corporation, the words “Corporation Seal, Maine”, and the year of incorporation.
ARTICLE
II
PURPOSE
A. The purpose of the Corporation shall be to preserve, protect and enhance the natural beauty, quality and use of the land, water and total environment of the Clary Lake and its watershed which includes parts of the towns of Jefferson and Whitefield. These objectives shall be accomplished through a variety of activities which may include but not be limited to education programs; land trust management; scientific programs, particularly water quality monitoring and pollution abatement. Such activities shall be carried out as determined by the Directors and may be undertaken by the Corporation exclusively, or in cooperation with other organizations and government agencies.
B. To receive and hold title to real estate, personal property or any interest therein to the extent allowable by law, including lands and facilities for the joint or common use of its Members, for such purposes as may be necessary or useful for the performance of its powers.
C. To do such other things and perform such other business as may be contemplated or permissible under the laws of Maine for a lake improvement association.
Provided, however, (1) that no gains, profits or dividends shall be paid or distributed to any of the members of the Corporation, and no part of the net income, net earnings, funds or assets of the Corporation shall inure to the benefit of any member, private shareholder or officer of the Corporation, except in the event of a purchase of equipment or real property by the Corporation from any Member, private shareholder or Officer of the Corporation, and (2) that in the event of the voluntary dissolution of the Corporation or voluntary transfer of substantially all of its assets, the assets shall be distributed or transferred only in accordance with Article Seven of the Articles of Incorporation as amended and the affirmative vote of seventy-five percent(75%) of the total voting Members of the Corporation.
MEMBERS
Section 1. Members. There shall be one (1) class of Members. Membership in the Corporation shall consist of the owners of land bordering on Clary Lake or who have lawful access thereto, and who pay annual dues to the Corporation.
Section 2. Voting. Each property shall be entitled to only one vote regardless of the number of owners of that property. Likewise, each member shall be entitled to only one vote regardless of the number of properties owned or jointly owned by such member.
Section 3. Annual Meeting. The Annual Meeting of the Members of the Corporation shall be held during July or August at the call of the President.
Section 4. Special Meetings. Special meetings of the members of the Corporation shall be called by the Secretary at the request of the President, or by a written request, signed by a majority of the Directors or by a written request, signed by one-third (1/3) of the voting Members.
Section 5. Notices. A written notice of the Annual Meeting or any Special Meeting shall be mailed at least twenty (20) days before such meeting to all Members at their respective addresses as the same appear on the records of the Secretary of the Corporation. Notices of all meetings shall state the time, place and purpose of the meeting.
Section 6. Quorum and Attendance. Except as otherwise provided herein, one-third (1/3) of the voting Members shall constitute a quorum for any meeting of the Members, and a simple majority of the voting Members present, a quorum being present, may take action at any meeting. Any Member of the family of a Member of the Corporation and any other person having an interest in any parcel of land abutting Clary Lake, whether such interest be of record or by lawful use of said parcel, may attend and participate in any meeting of the Members provided that only Members shall have a vote at such meeting.
Section 7. Proxies. Any Member entitled to vote at any Annual and Special Meeting may vote by written proxy filed with the Secretary before the meeting. Any proxy shall specify the meeting for which it is given and shall be dated not more than six (6) months prior to the date hereof, but such proxy shall be valid for any adjournments of such meeting, unless revoked, notwithstanding that the date of such adjourned meeting may be more than six months from the date of the proxy. A proxy filed is presence for quorum purposes.
Section 8, Parliamentary
Authority. The rules
contained in the current edition of Roberts Rules of Order shall govern the
Corporation in all cases to which they are applicable and in which they are not
inconsistent with these bylaws and any special rules of order the Corporation
may adopt and any statutes applicable to this organization.
ARTICLE
IV
Section 1. Powers. The Board shall have the general
management and control of all of the business, affairs and assets of the
Corporation and shall exercise general supervision of its interests and affairs
in accordance with the provisions and spirit of these Bylaws. It shall have the power to employ and
discharge such personnel as are or may be necessary to carry out corporate
purposes. In addition:
A. The Board of Directors may delegate
spending authority to the President not to exceed $1,000 per year. Expenditures above that level must be
approved by the Board of Directors or the membership.
B. The Board of Directors may not acquire or
dispose of real estate without the approval of the majority of the full
membership.
C. The Board of Directors may not enter into
contracts exceeding three (3) years in length.
D. No member of the Board of Directors may
vote on issues where there exists a conflict of interest.
Section 2. Election and Qualification. The Board of directors shall consist of not less than three (3) nor more than seven (7) directors of which one (1) shall be the President. The number of directors is initially fixed for organizational purposes at five (5) Directors and that number may subsequently be altered by vote of the membership. Two Directors shall be elected at each Annual Meeting of the members except for the election in the year 2001 at which time the term of two directors shall be extended for one year with the selection being made by paper ballot. Such Directors must be members. They shall hold office for two years and until successors have been elected, unless removed by a two-thirds (2/3) vote of the membership.
Section 3. Vacancies. Any vacancy in the Board of Directors may be filled for the unexpired term by any Member who receives a majority vote of the Directors.
Section 4. Annual Meeting. The Annual Meeting of the Board of Directors shall be held immediately following the annual meeting of Members of the Corporation, provided a majority of the Directors elected at such meeting were present thereat; if a majority of the Directors chosen at any annual meeting of Members were not present at such meeting, or if present do not proceed immediately thereafter to hold a meeting of the Board, the Annual Meeting of the Board of Directors shall be called in the manner hereinafter provided with respect to call Special Meetings of the Board of directors.
Section 5. Special Meetings. Special Meetings of the Board of Directors shall be called by the Secretary whenever requested in writing by the President or by a majority of the Directors then in office, and if the Secretary fails to do so, or when so requested, refuses or neglects, for more than twenty-four hours, to call any such special meeting, the President or a majority of the Directors may, in the name of the Secretary, call such meeting by giving notice thereof in the manner required when notice is given by the Secretary.
Section 6. Quorum. At any meeting of the Board of Directors a majority of the number of Directors required to constitute the Board as last determined by the membership shall constitute a quorum for the transaction of business; provided always that any number of Directors (whether one or more and whether or not constituting a quorum) present at any meeting or at any adjourned meeting may make any reasonable adjournment thereof.
Section 7. Notices. Notice of any special meeting of the Board of Directors shall be given to each Director by mailing to him postage prepaid addressed to him at his address as registered on the books of the corporation or if not so registered at his last known address, a written notice of such meeting at least seven (7) days before the meeting or by delivering such notice to him at his said registered address if any, or if not so registered to him at his last known address, notice of such meeting. Notices of Directors meetings need not specify the purposes thereof.
Section 8. Place of Meeting. Except as otherwise provided in Sections 4 and 8 of this Article, all meetings of the Board of Directors shall be held at the office of the corporation or at such other place, within or outside Maine, as may be designated by the Secretary in the notice thereof, or at such other place, wherever situated, as the Directors may by majority vote have designated as a place for Directors meetings.
Section 9. Special Action. Whenever all of the Directors (provided they are in number at least equal to a majority of the number of Directors required to constitute the Board as last determined by the membership) shall hold a meeting, or not less than a majority of such number of Directors shall hold a meeting and any absent Director shall in writing have waived notice of the meeting or after the meeting have approved in writing the record thereof, or any meeting of Directors is held and any absent Director shall after the meeting have consented in writing to the action taken, the acts of any such meeting, whether or not it was duly called and whether or not the absent Directors, if any, were given notice thereof, and wherever it was held, shall be as valid in all respects as if it had been regularly called and held.
Section 10. Committees. The Board of Directors may establish from time to time such committees, as it deems desirable.
ARTICLE
V
OFFICERS
Section 1. Designation, Qualification, Election and Term of Office. The
officers of the Corporation shall consist of a President, Vice President,
Secretary and Treasurer to be elected by the Members at their Annual
Meeting. Such officers must be
Members. The Board of Directors may
provide for and elect such other officers, as they deem advisable from time to
time for the transaction of the business of the Corporation. All officers shall hold office for two (2)
years and until their successors have been elected, unless removed from office
by a two-thirds (2/3) vote of the membership.
The President and Vice President
may not serve more than two (2) consecutive terms in the same position. The President and Vice president may not
again serve in the same capacity until they have remained out of that office
for a period of two terms.
Section 2. President. The President, when present, shall preside at all meetings of the members and of the Board of Directors. He shall execute all contracts, all deeds or other instruments of transfer of property and any other official documents on behalf of the Corporation, unless the Board of Directors designate otherwise, and he may authorize the issuance of checks, drafts and notes by the Treasurer and execute checks, drafts and notes in the absence of the Treasurer, provided that such checks, drafts, and notes have been approved by a a vote of the Board of Directors, or of the Members at the Annual or any Special Meeting. The President shall appoint the Chairman of all Committees, excepting the Nominating Committee. He shall make recommendations to the membership and the Board of Directors as to the conduct of the affairs of the Corporation. In the absence of the President, the Vice President shall preside at any meeting of the Corporation and shall perform the duties of the President.
Section 3. Vice President. The Vice President shall perform all duties incumbent upon the President during the absence or disability of the President and shall perform such other duties as the Bylaws provide or as the Board of directors may prescribe.
Section 4. Secretary. The Secretary shall record the proceedings of all meetings of the members and of the Board of Directors in books kept for that purpose. Record books of members meetings and meetings of the Board of Directors shall be open at all reasonable times for inspection by any member. He shall keep the corporate records and shall maintain at all times a list of the names and addresses of the members and of the directors and Officers of the Corporation and shall carry on such correspondence as may be required on behalf of the Corporation. The Secretary shall keep the corporate seal. He shall send written notices of all meetings of the Corporation to all members and of all meetings of the Board of Directors to members thereof. If the secretary is absent from any meeting of the members or of the Board of Directors, a temporary Secretary shall be chosen to exercise the duties of the Secretary at such meeting.
Section 5. Treasurer. The Treasurer shall be a member and shall collect, receive, deposit and disburse all funds of the Corporation. He may execute checks, drafts and notes, provided that such, checks, drafts and notes have been approved by a vote of the Board of directors, or of the Members at the annual or any Special Meeting. The Treasurer shall keep proper record of all receipts and payments of all moneys, and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation in such depositories as may from time to time be designated by the Board of Directors. He shall file an Annual Report at the Annual Meeting of the Corporation and shall promptly on request tender to the President and to the Board of Directors an account of all his transactions as Treasurer and of the financial condition of the Corporation. The Treasurer, at the expense of the Corporation, shall give such bond as the Directors may determine.
Section 6. Vacancies. Any vacancy in the position of any Officer shall be filled for the unexpired term by a majority vote of the Directors then in office.
ARTICLE
VI
NOMINATING COMMITTEE
There shall be a Nominating Committee consisting of three (3) Members of the Corporation who are not officers of the Corporation.
Section 1. Selection. The members of the Nominating Committee shall be selected by the Board of Directors and serve for a term of two (2) years.
Section 2. Duties. The sole duty of the Nominating Committee shall be to present to the Annual Meeting a slate of Officers and Board of Directors to be voted on at that meeting.
ARTICLE
VII
AMENDMENTS
The Bylaws may be amended, altered, repealed or added to by a majority vote of the full membership except that the provisions of Article III, Section 1, Members, may be amended only upon the affirmative vote of 75% of the entire membership.
ARTICLE
VIII
DUES
Dues shall be $20.00 per year unless changed by vote of the
membership at the annual meeting. The term of membership shall be from the
start of one annual meeting to just prior to the start of the next annual
meeting